Common use of Residual Value Guarantee Amount Payment by Lessee Clause in Contracts

Residual Value Guarantee Amount Payment by Lessee. The ------------------------------------------------- payment by the Lessee of any Residual Value Guarantee Amount in accordance with Section 17.2(h) of the Lease, Section 3.4(b) of the Construction Agency Agreement or Article XXII of the Lease shall be distributed by the Agent in the following order of priority: (a) payments in respect of the Land Interest Residual Value Guarantee Amount (except as provided in (c) below) shall be distributed among the Land Participants as follows: first, to the Tranche A Land Participants for application to pay in ----- full the Tranche A Land Participant Balance of each Tranche A Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche --- ---- A Land Participants; second, to the Tranche B Land Participants for application to pay in ------ full the Tranche B Land Participant Balance of each Tranche B Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche B Land Participants; and --- ---- third, to the Tranche C Land Participants for application to pay in ----- full the Tranche C Land Participant Balance of each Tranche C Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche --- ---- C Land Participants. (b) payments in respect of the Improvements Residual Value Guarantee Amount (except as provided in (c) below) shall be distributed among the Improvements Participants as follows: first, to the Tranche A Improvements Participants for application to ----- pay in full the Tranche A Improvements Participant Balance of each Tranche A Improvements Participant, and in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro --- rata among the Tranche A Improvements Participants; ---- second, to the Tranche B Improvements Participants for application to ------ pay in full the Tranche B Improvements Participant Balance of each Tranche B Improvements Participant, and in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro --- rata among the Tranche B Improvements Participants; and ---- (c) application of any proceeds in respect of the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement following exercise by the Lessee of the Remarketing Option shall be distributed among the Participants as follows, subject to Section 22.1 of the Lease: first, to the Tranche A Participants for application to pay in full ----- the Tranche A Participant Balance of each Tranche A Participant and in the case when the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche A Participants; --- ---- second, to the Tranche B Land Participants and the Tranche C Land ------ Participants for application to pay in full the Tranche B Land Participant Balance of each Tranche B Land Participant and the Tranche C Participant Balance of each Tranche C Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche B Land Participants and Tranche C Land --- ---- Participants.

Residual Value Guarantee Amount Payment by Lessee. The ------------------------------------------------- payment by the Lessee of any the Residual Value Guarantee Amount to the Agent in accordance with Section 17.2(h) Article XXII of the Lease, Section 3.4(b) Lease upon the Lessee's exercise of the Construction Agency Agreement or Article XXII Remarketing Option shall be distributed by the Agent as promptly as possible (it being understood that any such payment received by the Agent on a timely basis in accordance with the provisions of the Lease shall be distributed by on the Agent date on which such funds are so received) in the following order of priority: (a) payments in respect of the Land Interest Residual Value Guarantee Amount (except as provided in (c) below) shall be distributed among the Land Participants as follows: first, to the Tranche A Land Participants for application to pay in ----- full the Tranche A Land Participant Participation Interest Balance of each Tranche A Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche --- ---- A Land Participants; second, to the Tranche B Land Participants for application to pay in ------ full the Tranche B Land Participant Participation Interest Balance of each Tranche B Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche B Land Participants; and --- ---- third, to the Tranche C Land Participants for application to pay in ----- full the Tranche C Land Participant Balance of each Tranche C Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche --- ---- C Land Participants. (b) payments in respect of the Improvements Residual Value Guarantee Amount (except as provided in (c) below) shall be distributed among the Improvements Participants as follows: first, to the Tranche A Improvements Participants for application to ----- pay in full the Tranche A Improvements Participant Balance of each Tranche A Improvements Participant, and in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro --- rata among the Tranche A Improvements B Participants without priority of one Tranche B Participant over the other in the proportion that each such Tranche B Participant's Tranche B Participation Interest Balance bears to the aggregate Tranche B Participation Interest Balances of all Tranche B Participants; ---- secondand third, to the Tranche B Improvements C Participants for application to ------ pay in full redeem the Tranche B Improvements Participant C Participation Interest Balance of each Tranche B Improvements C Participant, and in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro --- rata among the Tranche B Improvements Participants; and ---- (c) application of any proceeds in respect of the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement following exercise by the Lessee of the Remarketing Option shall be distributed among the Participants as follows, subject to Section 22.1 of the Lease: first, to the Tranche A Participants for application to pay in full ----- the Tranche A Participant Balance of each Tranche A Participant and in the case when the amount so distributed shall be insufficient to pay in full fully redeem as aforesaid, then pro rata among such Tranche A Participants; --- ---- second, to the Tranche B Land Participants and the Tranche C Land ------ Participants for application to pay in full the Tranche B Land Participant Balance without priority of each Tranche B Land Participant and the one Tranche C Participant Balance of over the other in the proportion that each such Tranche C Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche B Land Participants and 's Tranche C Land --- ---- Participation Interest Balance bears to the aggregate Tranche C Participation Interest Balances of all Tranche C Participants.

Residual Value Guarantee Amount Payment by Lessee. The ------------------------------------------------- payment by the Lessee of any the Residual Value Guarantee Amount to the Agent in accordance with Section 17.2(h) Article XXII of the Lease, Section 3.4(b) Lease upon the Lessee's exercise of the Construction Agency Agreement or Article XXII Remarketing Option shall be distributed by the Agent as promptly as possible (it being understood that any such payment received by the Agent on a timely basis in accordance with the provisions of the Lease shall be distributed by on the Agent date on which such funds are so received) in the following order of priority: (a) payments in respect of the Land Interest Residual Value Guarantee Amount (except as provided in (c) below) shall be distributed among the Land Participants as follows: first, to the Tranche A Land Participants for application to pay in ----- full the Tranche A Land Participant Participation Interest Balance of each Tranche A Land Participant, ; and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche --- ---- A Land Participants; second, to the Tranche B Land Participants for application to pay in ------ full the Tranche B Land Participant Participation Interest Balance of each Tranche B Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche B Land Participants; and --- ---- third, to the Tranche C Land Participants for application to pay in ----- full the Tranche C Land Participant Balance of each Tranche C Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche --- ---- C Land Participants. (b) payments in respect of the Improvements Residual Value Guarantee Amount (except as provided in (c) below) shall be distributed among the Improvements Participants as follows: first, to the Tranche A Improvements Participants for application to ----- pay in full the Tranche A Improvements Participant Balance of each Tranche A Improvements Participant, and in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro --- rata among the Tranche A Improvements Participants; ---- second, to the Tranche B Improvements Participants for application to ------ pay in full the Tranche B Improvements Participant Balance of each Tranche B Improvements Participant, and in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro --- rata among the Tranche B Improvements Participants; and ---- (c) application Participants without priority of any proceeds in respect of one Tranche B Participant over the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement following exercise by the Lessee of the Remarketing Option shall be distributed among the Participants as follows, subject to Section 22.1 of the Lease: first, to the Tranche A Participants for application to pay in full ----- the Tranche A Participant Balance of each Tranche A Participant and other in the case when the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche A Participants; --- ---- second, to the Tranche B Land Participants and the Tranche C Land ------ Participants for application to pay in full the Tranche B Land Participant Balance of proportion that each Tranche B Land Participant and the Tranche C Participant Balance of each Tranche C Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche B Land Participants and Participant's Tranche C Land --- ---- B Participation Interest Balance bears to the aggregate Tranche B Participation Interest Balances of all Tranche B Participants.

Residual Value Guarantee Amount Payment by Lessee. The ------------------------------------------------- payment by the Lessee of any the Residual Value Guarantee Amount to the Agent in accordance with Section 17.2(h) Article XXII of the Lease, Section 3.4(bLease (including payment by means of offset against the Defeasance Deposit) upon the Lessee's exercise of the Construction Agency Agreement or Article XXII Remarketing Option shall be distributed by the Agent as promptly as possible (it being understood that any such payment received by the Agent on a timely basis in accordance with the provisions of the Lease shall be distributed by on the Agent date on which such funds are so received) in the following order of priority: (a) payments in respect of the Land Interest Residual Value Guarantee Amount (except as provided in (c) below) shall be distributed among the Land Participants as follows: first, to the Tranche A Land Participants for application to pay in full ----- full the Tranche A Land Participant Participation Interest Balance of each Tranche A Land Participant, ; and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche --- ---- A Land Participants; second, to the Tranche B Land Participants for application to pay in full ------ full the Tranche B Land Participant Participation Interest Balance of each Tranche B Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche B Land Participants; and --- ---- third, to the Tranche C Land Participants for application to pay in ----- full the Tranche C Land Participant Balance of each Tranche C Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche --- ---- C Land Participants. (b) payments in respect of the Improvements Residual Value Guarantee Amount (except as provided in (c) below) shall be distributed among the Improvements Participants as follows: first, to the Tranche A Improvements Participants for application to ----- pay in full the Tranche A Improvements Participant Balance of each Tranche A Improvements Participant, and in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro --- rata among the Tranche A Improvements Participants; ---- second, to the Tranche B Improvements Participants for application to ------ pay in full the Tranche B Improvements Participant Balance of each Tranche B Improvements Participant, and in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro --- rata among the Tranche B Improvements Participants; and ---- (c) application Participants --- ---- without priority of any proceeds in respect of one Tranche B Participant over the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement following exercise by the Lessee of the Remarketing Option shall be distributed among the Participants as follows, subject to Section 22.1 of the Lease: first, to the Tranche A Participants for application to pay in full ----- the Tranche A Participant Balance of each Tranche A Participant and other in the case when the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche A Participants; --- ---- second, to the Tranche B Land Participants and the Tranche C Land ------ Participants for application to pay in full the Tranche B Land Participant Balance of proportion that each Tranche B Land Participant and the Tranche C Participant Balance of each Tranche C Land Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among such Tranche B Land Participants and Participant's Tranche C Land --- ---- B Participation Interest Balance bears to the aggregate Tranche B Participation Interest Balances of all Tranche B Participants.